AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT






 


This AMENDMENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT, dated as of June 10, 2014 (this “Amendment”), is entered into by and among RCS Capital Corporation,
a Delaware corporation (the “Company”), RCS Capital Holdings, LLC, a Delaware limited liability company (“Parent”)
and each investor identified on the signature pages hereto (collectively, and together with the Company and Parent, the “Parties”).


 


WHEREAS, on April 29, 2014, the Parties
entered into a Securities Purchase Agreement (the “SPA”);


 


NOW, THEREFORE, in consideration of the
premises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby agree to the following:


 


		1.	Section 6.3 of the SPA is hereby amended and restated in its entirety as follows:



 


“Each holder of the Preferred Shares bearing
the restrictive legend set forth in Section 6.1 above (a “Restricted Security”), agrees with respect
to any transfer of such Restricted Security to give to the Company (a) three Business Days prior to such transfer (i.e., T+3) written
notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the
registration requirements of the Securities Act or any state law and (b) if in connection with such transfer, the holder of the
Restricted Security requests that the Company remove the restrictive legend from such Restricted Security, upon reasonable request
by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities
law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that subsequent
transfers of such Restricted Security will not require registration under the Securities Act or any state law. If the holder of
the Restricted Security delivers to the Company an opinion of counsel (including in-house counsel or outside counsel to an Investor
or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such
Restricted Security will not require registration under the Securities Act or any state law, and the Company, in its or its counsel’s
opinion does not reasonably disagree with such opinion, the Company will within a reasonable period after such contemplated transfer,
at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend
set forth in Section 6.1(i) above. The restrictions imposed by this Section 6 upon the transferability of any particular
Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration
statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any
Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company at the expense
of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in Section 6.1
and not containing any other reference to the restrictions imposed by this Section 6. Notwithstanding any of the foregoing,
no opinion of counsel will be required to be rendered pursuant to this Section 6.3 with respect to the transfer of
any securities on which the restrictive legend has been removed in accordance with this Section 6.3. As used in this Section
6.3, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.”


 






    	 



    	 



    

 


		2.	Section 7 of the SPA is hereby amended by deleting the definition of “Filing Date” therein and replacing
it with the following definition:



 


“Filing Date”
means July 1, 2014.


 


		3.	Section 8.1(a) of the SPA is hereby amended by deleting the words “provided, that the Company may, in its
sole discretion, extend the Filing Date up to ten (10) days” therein.



 


		4.	Effective as of the date hereof, this Amendment amends and is hereby incorporated in and forms a part of the SPA, and except
as amended hereby the SPA is confirmed in all respects and remains in full force and effect. The SPA and this Amendment constitute
the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations
or agreements relating thereto, whether written or oral. No amendment or modification of this Amendment shall be valid or binding
upon the parties unless in writing and signed by the Parties.



 


		5.	The Parties agree that if any provision of this Amendment is found to be invalid or unenforceable, it will not affect the validity
or enforceability of any other provision. This Amendment shall be governed by the laws of the State of New York, without regard
to the choice of law principles thereof.



 


 


 


[Signature page follows]


 


 


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IN WITNESS WHEREOF, the Parties have duly
executed this Amendment as of the date first above written.


 


 


RCS Capital
Corporation


 


 


By: /s/ William M. Kahane

Name: William M. Kahane


			Title: Chief Executive Officer



 


 


 


RCAP Holdings,
LLC


 


 


By: /s/ Nicholas S. Schorsch

Name: Nicholas S. Schorsch


			Title: Managing Member



 


 


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LUXOR
CAPITAL GROUP, LP


 


By:
/s/ Norris Nissim

Name: Norris Nissim

Title: General Counsel, Luxor Capital Group, LP, Investment Manager


 


Luxor
Capital Partners Offshore Master Fund, LP


By:
/s/ Norris Nissim

Name: Norris Nissim

Title: General Counsel, Luxor Capital Group, LP, Investment Manager


 


 


Luxor
Spectrum Offshore Master Fund, LP


By:
/s/ Norris Nissim

Name: Norris Nissim

Title: General Counsel, Luxor Capital Group, LP, Investment Manager


 


Luxor
Wavefront, LP






By:
/s/ Norris Nissim

Name: Norris Nissim

Title: General Counsel, Luxor Capital Group, LP, Investment Manager


 


OC
19 Master Fund, L.P.-LCG






By:
/s/ Norris Nissim

Name: Norris Nissim

Title: General Counsel, Luxor Capital Group, LP, Investment Manager


 


 


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